In order to quantitatively study cellular and nuclear properties, we have assembled a low cost video/microscope densitometric system. The system consists of a conventional light microscope coupled to a low light level TV camera whose output is sequentially processed by two microcomputers, one for image acquisition and one for data analysis. The system allows us to a) acquire and store microscope images, b) make spatial measurements such as size and shape, and c) make grayness measurements needed to compute optical density and texture descriptors. Despite the inherent limitations of a video micrometry system (e.g. poor signal-to-noise ratio, automatic gain compensations, etc.) we have been able to collect reproducible data with satisfactory accuracies.